{"id":453,"date":"2026-10-02T07:12:55","date_gmt":"2026-10-02T07:12:55","guid":{"rendered":"https:\/\/dentaltransitions.com\/articles\/dental-practice-sale-tax-dso\/"},"modified":"2026-10-03T07:23:53","modified_gmt":"2026-10-03T07:23:53","slug":"dental-practice-sale-tax-dso","status":"publish","type":"post","link":"https:\/\/dentaltransitions.com\/articles\/dental-practice-sale-tax-dso\/","title":{"rendered":"Dental Practice Sale Tax Implications In A DSO Transaction"},"content":{"rendered":"<h2>Key Tax Takeaways For DSO Practice Sales<\/h2>\n<ul>\n<li>\n<p>The purchase price allocation in a DSO transaction can determine whether each dollar is taxed as ordinary income or as long-term capital gain.<\/p>\n<\/li>\n<li>\n<p>Shifting value from non-compete covenants and equipment toward goodwill can save sellers significant federal tax on the same sale price.<\/p>\n<\/li>\n<li>\n<p>Entity structure, rollover equity terms, installment sales, and state tax exposure can be some of the main factors that change after-tax proceeds.<\/p>\n<\/li>\n<li>\n<p>The seller\u2019s leverage on allocation and structure is usually strongest before signing the LOI, when exclusivity has not yet been granted.<\/p>\n<\/li>\n<\/ul>\n<h2>How Is The Sale Of A Dental Practice Taxed?<\/h2>\n<p>In a dental practice asset sale, the federal tax rate applied to each dollar of proceeds depends on which asset class that dollar is allocated to. Federal long-term capital gains plus the 3.8% net investment income tax (NIIT) can reach a combined 23.8%, while ordinary income, including depreciation recapture and non-compete payments, can be taxed at rates up to 37%. The purchase price allocation assigns each dollar to a specific tax bucket.<\/p>\n<p>Under IRC \u00a71060 and the residual method, a dental practice asset sale allocates the purchase price across the following categories, each carrying a different tax character for the seller:<\/p>\n<ul>\n<li>\n<p><strong>Equipment and tangible assets (Class V):<\/strong> Subject to depreciation recapture as ordinary income under IRC \u00a71245, up to 37% federally, to the extent of prior depreciation claimed.<\/p>\n<\/li>\n<li>\n<p><strong>Supplies and inventory (Class IV):<\/strong> Ordinary income.<\/p>\n<\/li>\n<li>\n<p><strong>Accounts receivable (Class III):<\/strong> Ordinary income, because these amounts would have been ordinary income if collected by the seller.<\/p>\n<\/li>\n<li>\n<p><strong>Non-compete covenant (Class VI):<\/strong> Ordinary income to the seller, up to 37% federally.<\/p>\n<\/li>\n<li>\n<p><strong>Personal goodwill:<\/strong> Long-term capital gain, up to 23.8% federally, when properly documented and sold directly by the individual dentist.<\/p>\n<\/li>\n<li>\n<p><strong>Enterprise goodwill (Class VII):<\/strong> Long-term capital gain, up to 23.8% federally.<\/p>\n<\/li>\n<\/ul>\n<p>State capital gains treatment ranges from 0% in states like Florida and Texas to 13.3% in California, so net proceeds can vary significantly by state. Consult <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/www.irs.gov\/publications\/p544\">IRS Publication 544<\/a>, the <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/www.irs.gov\/instructions\/i8594\">IRS Form 8594 instructions<\/a>, and <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/www.irs.gov\/publications\/p537\">IRS Publication 537<\/a> for primary source guidance on these rules.<\/p>\n<h2>How A DSO Purchase Price Allocation Works And Where Negotiation Starts<\/h2>\n<p>Under IRC \u00a71060, the residual method allocates the total purchase price sequentially through seven asset classes. Each class is filled to the fair market value of the assets within it. Any remainder is allocated to Class VII, which is goodwill and going-concern value. Both buyer and seller must file IRS Form 8594 with their respective tax returns for the year of the acquisition, and the allocations must be consistent. Inconsistent filings can invite IRS scrutiny.<\/p>\n<p>The core point that many sellers miss is that the DSO\u2019s initial allocation is a negotiating position, not a final number. That distinction matters because the seller\u2019s leverage is time-bound. It is strongest before the LOI is signed and it largely disappears once exclusivity is granted.<\/p>\n<p>The buyer\u2019s first allocation proposal typically weights value toward short-life depreciable assets such as equipment, supplies, and non-compete covenants. Buyers prefer allocations to Class V depreciable assets for faster deductions, while goodwill is amortized over 15 years under IRC \u00a7197. The seller usually benefits from more allocation to goodwill, which falls into the capital gains bucket rather than the ordinary income bucket.<\/p>\n<p>The following table illustrates how the same dollar is taxed differently depending on its asset class:<\/p>\n<table style=\"min-width: 100px;\">\n<colgroup>\n<col style=\"min-width: 25px;\">\n<col style=\"min-width: 25px;\">\n<col style=\"min-width: 25px;\">\n<col style=\"min-width: 25px;\"><\/colgroup>\n<tbody>\n<tr>\n<th colspan=\"1\" rowspan=\"1\">\n<p>Asset Class<\/p>\n<\/th>\n<th colspan=\"1\" rowspan=\"1\">\n<p>Seller Tax Treatment<\/p>\n<\/th>\n<th colspan=\"1\" rowspan=\"1\">\n<p>Federal Rate<\/p>\n<\/th>\n<th colspan=\"1\" rowspan=\"1\">\n<p>Buyer Treatment<\/p>\n<\/th>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Equipment (Class V)<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Ordinary income (recapture under IRC \u00a71245)<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Up to 37%<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Depreciated over 5\u20137 years, eligible for bonus expensing<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Non-Compete (Class VI)<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Ordinary income<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Up to 37%<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Amortized over 15 years under IRC \u00a7197<\/p>\n<\/td>\n<\/tr>\n<tr>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Goodwill (Class VII)<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Long-term capital gain<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Up to 23.8%<\/p>\n<\/td>\n<td colspan=\"1\" rowspan=\"1\">\n<p>Amortized over 15 years under IRC \u00a7197<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p><em>Note: All rates are federal only and do not include state tax. Source: <\/em><a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/www.irs.gov\/instructions\/i8594\"><em>IRS Form 8594 instructions<\/em><\/a><em>; <\/em><a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/www.irs.gov\/publications\/p544\"><em>IRS Publication 544<\/em><\/a><em>.<\/em><\/p>\n<p>McLerran &amp; Associates builds a diligence-grade, CPA-led EBITDA analysis before the practice goes to market. This preparation helps the allocation conversation start from a defensible number and keeps the EBITDA narrative in the seller\u2019s control during diligence.<\/p>\n<p>If you want to go deeper on how allocation fits into the broader sale process, two companion pieces cover the tax implications of a DSO sale and how valuation is established in a DSO transaction.<\/p>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/articles\/dso-practice-sale-tax-implications\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">Explore more detail on DSO practice sale tax implications.<\/a><\/p>\n<h2>Goodwill Vs. Equipment Vs. Non-Compete: The Rate Differential That Moves Real Money<\/h2>\n<p>Knowing which asset class each dollar falls into only matters if you understand how much the rate difference is worth. The 23.8% versus 37% federal rate gap can translate into six-figure differences on common deal sizes. On $1 million of consideration, a non-compete allocation at ordinary income rates produces $370,000 in federal tax, while the same $1 million allocated to goodwill at capital gains rates produces $238,000 in federal tax. That is a $132,000 difference on a single line item.<\/p>\n<p><strong>Depreciation recapture:<\/strong> Equipment sold above its depreciated tax basis triggers ordinary income treatment under IRC \u00a71245 on the recapture portion. A fully depreciated CBCT scanner or panoramic unit can generate dollar-for-dollar recapture, while goodwill generates capital gain. The seller\u2019s after-tax proceeds therefore depend heavily on how the price splits between equipment and goodwill.<\/p>\n<p><strong>Non-compete covenants:<\/strong> A non-compete is ordinary income to the seller regardless of how it is drafted, and it is also a 15-year \u00a7197 intangible for the buyer regardless of the covenant\u2019s actual length. The buyer is generally indifferent between non-compete and goodwill for amortization purposes because both amortize over 15 years. That dynamic gives the seller a strong basis to push value toward goodwill.<\/p>\n<p><strong>Accounts receivable:<\/strong> A\/R is generally taxed as ordinary income because it would have been ordinary income if collected by the seller\u2019s practice.<\/p>\n<p><strong>Personal vs. enterprise goodwill:<\/strong> Many sellers and even some advisors overlook this distinction. Personal goodwill is the portion of a practice\u2019s value attributable to the individual dentist\u2019s relationships, skills, and reputation rather than to the entity itself. When properly documented and sold directly by the individual dentist, personal goodwill can be taxed once at capital gains rates and can avoid an additional layer of entity-level tax in C-corporation structures. The Tax Court\u2019s decision in <em>Martin Ice Cream Co. v. Commissioner<\/em>, 110 T.C. 189 (1998), established the foundational framework for this treatment. The IRS scrutinizes personal goodwill claims closely, so a defensible carveout usually requires a separate purchase agreement, a contemporaneous third-party valuation, evidence of personal patient relationships, and the absence of a binding pre-existing non-compete with the practice entity.<\/p>\n<p>McLerran &amp; Associates negotiates all aspects of the letter of intent on the owner\u2019s behalf, including valuation and the full allocation structure.<\/p>\n<h2>Asset Sale Vs. Equity Sale In A DSO Transaction<\/h2>\n<p>This allocation discussion sits inside a broader question about deal structure. Most DSO dental practice transactions are structured as asset sales. The buyer acquires the practice\u2019s assets, such as equipment, goodwill, patient records, and other intangibles, rather than the equity of the practice entity. This structure gives the buyer a stepped-up basis in every acquired asset and starts a new 15-year amortization clock on goodwill.<\/p>\n<p>For the seller, entity structure can be the single largest variable affecting after-tax proceeds on the same deal:<\/p>\n<ul>\n<li>\n<p><strong>S-corporation or LLC taxed as a pass-through:<\/strong> Gain flows directly to the owner\u2019s personal return and is taxed once at the owner level. An S-corp is a pass-through structure, so gain from a dental practice sale generally flows to the shareholder\u2019s personal return and is taxed once rather than at both the entity and shareholder levels.<\/p>\n<\/li>\n<li>\n<p><strong>C-corporation:<\/strong> C corporations may face double taxation in an asset sale, with tax imposed at the corporate level and again at the shareholder level when proceeds are distributed. The personal goodwill argument can be especially valuable here because it can remove a portion of the gain from the corporate entity entirely.<\/p>\n<\/li>\n<li>\n<p><strong>Sole proprietorship:<\/strong> A sole proprietorship has no separate legal entity to sell, so proceeds are taxed once at the owner level, with the character of income depending on the specific asset sold.<\/p>\n<\/li>\n<\/ul>\n<p>Entity structure planning ideally begins 18 to 36 months before a sale. By the time an LOI is signed, many structuring options are already fixed, so early coordination with a CPA and tax attorney can be helpful.<\/p>\n<h2>Rollover Equity Tax Deferral: JV-Level Vs. Holding-Company Equity<\/h2>\n<p>Rollover equity can be a major part of a DSO deal and can represent as much as 40% of total consideration. How that equity is structured, and at which level of the DSO\u2019s corporate hierarchy, can create large swings in both risk and potential return.<\/p>\n<p><strong>JV-level equity<\/strong> (joint-venture level, meaning equity in the local operating entity) typically comes with distributions and a higher floor, but a lower ceiling on upside. <strong>Holding-company equity<\/strong> (equity in the DSO\u2019s parent or platform entity) usually carries no distributions but a higher ceiling and potential implications under IRC \u00a71202 (Qualified Small Business Stock) if the DSO qualifies, though dental practices themselves are explicitly excluded from QSBS treatment under IRC \u00a71202(e)(3)(A), which excludes any trade or business in the field of health.<\/p>\n<p>Rollover equity can defer capital gains tax on the portion of the deal paid in equity, but the deferral mechanics are highly fact-specific and depend on how the rollover is structured. In some transactions the equity component may qualify for partial or full tax deferral. In other cases the rollover functions as a reinvestment and does not defer tax on the sale.<\/p>\n<p>The seller is effectively buying stock in the DSO with the equity portion of the deal, so the DSO should be evaluated like an investment. That evaluation can include profitability across existing locations, revenue growth, the experience of the management team, and the strength of the private equity backing the platform. An undercapitalized DSO that later struggles can put a large share of the seller\u2019s retained equity at risk.<\/p>\n<p>McLerran &amp; Associates produces multi-year, multi-structure financial forecasting and cash-flow modeling. These models quantify after-tax proceeds across deal structures and time horizons of 3, 5, 7, and 10 years, including conservative recapitalization assumptions, so owners can compare options side by side before signing.<\/p>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/contact-us\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">Model your rollover equity and cash-flow scenarios with a specialist.<\/a><\/p>\n<h2>Installment Sales And Earnouts: \u00a7453 Rules And The Year-One Tax Trap<\/h2>\n<p>IRC \u00a7453 installment sale rules allow a seller receiving payments over more than one tax year to recognize the capital gain portion of the sale proportionally as payments are received. This approach can spread tax liability across multiple years and may keep the seller in a lower marginal bracket in each year.<\/p>\n<p>A critical trap appears around depreciation recapture. IRC \u00a7453(i) requires depreciation recapture income to be reported in the year of sale, even if the cash is received later. A seller who structures an installment sale expecting to defer all tax may still face a significant ordinary income tax bill in year one, driven entirely by equipment recapture, regardless of when the cash arrives.<\/p>\n<p>Earnouts, which are contingent payments tied to future practice performance, are common in DSO deals. Earnout payments tied to practice-wide EBITDA or collections are in a better position for capital gain treatment, while earnouts tied to the selling dentist\u2019s individual production and contingent on continued employment are likely to be recharacterized by the IRS as deferred compensation taxed as ordinary income at up to 37% plus employment taxes.<\/p>\n<p>Earnout terms also matter beyond tax treatment. McLerran &amp; Associates often pushes for non-punitive earnout structures, such as pro-rata provisions so that a near-miss on an EBITDA target still pays most of the earnout, or a later start date to account for integration disruption. The firm also negotiates the full structure of cash at close, equity, and earnout terms on the owner\u2019s behalf.<\/p>\n<h2>State Tax Drag: How Location Changes Your Net Proceeds<\/h2>\n<p>Geography can change what you keep from the same headline price. Nine U.S. states levy no capital gains tax at all, including Florida, Texas, and Nevada, while California taxes capital gains as ordinary income at rates up to 13.3%. The states with some of the highest capital gains tax rates in 2026 include California (up to 13.3%), New York (up to 10.9%), New Jersey (up to 10.75%), Oregon (up to 9.9%), and Minnesota (up to 9.85%).<\/p>\n<p>When layered on top of the federal capital gains rate, state tax drag can add a substantial additional burden. Sellers in high-tax states can benefit from modeling after-tax proceeds at the state level before finalizing any deal structure.<\/p>\n<p>McLerran &amp; Associates has offices across the country, including Cleveland (led by Justin Klingshim), Atlanta (led by Matt Sutton), Northern Virginia (led by Andrew Kobylski), Los Angeles (led by Steven Au), and Phoenix (led by Brian Carroll, covering the Mountain West). The team understands how valuations, buyer appetite, and achievable cash-at-close can vary market to market.<\/p>\n<h2>What Are Some Tax Strategies For Dentists Selling To A DSO?<\/h2>\n<p>Several legitimate tax-planning strategies can be available to dental practice sellers, and each one usually requires careful coordination with a CPA and attorney. These strategies are recognized provisions of the tax code that can reward advance planning and informed negotiation.<\/p>\n<ul>\n<li>\n<p><strong>Allocation negotiation:<\/strong> Shifting dollars from non-compete and equipment allocations toward goodwill moves those dollars from the ordinary income rate discussed above into the capital gains rate. On a $3M dental practice sale, every $100K shifted from non-compete allocation to goodwill saves approximately $13,200 in federal taxes. Because the buyer is generally indifferent between the two for amortization purposes, this term is often negotiable.<\/p>\n<\/li>\n<li>\n<p><strong>Personal goodwill documentation:<\/strong> When the facts support it, selling personal goodwill directly, outside the practice entity, can shift value to capital gain treatment and, in C-corporation structures, can avoid a layer of entity-level tax.<\/p>\n<\/li>\n<li>\n<p><strong>Rollover equity deferral:<\/strong> Structuring a portion of the deal as rollover equity can defer capital gains tax on that portion, although the deferral mechanics are fact-specific and should be modeled carefully.<\/p>\n<\/li>\n<li>\n<p><strong>Installment sale treatment:<\/strong> Where applicable, spreading gain recognition across multiple years under IRC \u00a7453 can reduce marginal rate exposure in any single year, subject to the year-one recapture rules described earlier.<\/p>\n<\/li>\n<li>\n<p><strong>Entity structure planning:<\/strong> Reviewing and potentially restructuring the practice entity well in advance of a sale can change the tax outcome materially. Many dentists begin this work 18 to 36 months before a planned transition.<\/p>\n<\/li>\n<\/ul>\n<p>The seller\u2019s leverage on these strategies usually exists before the LOI is signed. McLerran &amp; Associates focuses on controlling the narrative around EBITDA and defending the valuation through quality-of-earnings diligence so the agreed value holds and the allocation conversation starts from a position of strength.<\/p>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/articles\/sell-dental-practice-to-dso\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">Learn how to prepare your practice for a DSO sale.<\/a><\/p>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/contact-us\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">Discuss tax-planning options for your potential DSO transaction.<\/a><\/p>\n<h2>Frequently Asked Questions<\/h2>\n<h3>What Federal Tax Rates Apply To Each Asset Class In A Dental Practice Sale?<\/h3>\n<p>In a dental practice asset sale, which is the structure used in most DSO transactions, the purchase price is allocated across asset classes and each class carries a different federal tax rate. Equipment sold above its depreciated basis triggers ordinary income treatment on the recapture portion. Non-compete payments are ordinary income. Accounts receivable are ordinary income. Goodwill, both personal and enterprise, is generally taxed as long-term capital gain with a combined federal rate that can reach 23.8%. State tax is layered on top of these federal rates and can range from 0% to more than 13% depending on the seller\u2019s state.<\/p>\n<h3>What Is Purchase Price Allocation, And Why Does It Matter?<\/h3>\n<p>Purchase price allocation is the process of dividing the total sale price among the specific assets being sold. Under IRC \u00a71060, both buyer and seller must allocate the purchase price across seven prescribed asset classes using the residual method and report the allocation consistently on IRS Form 8594. The allocation determines the character of each dollar of proceeds, meaning whether it is taxed as ordinary income or as capital gain. A seller who accepts the buyer\u2019s first proposed allocation without negotiation may be leaving significant after-tax proceeds on the table because the buyer\u2019s initial proposal typically favors the buyer\u2019s tax position.<\/p>\n<h3>Can I Negotiate The Purchase Price Allocation?<\/h3>\n<p>The allocation is a negotiable term of the deal rather than a fixed calculation. The seller\u2019s leverage is usually greatest before the LOI is signed and exclusivity is granted. Because the buyer is generally indifferent between allocating value to non-compete covenants and to goodwill, since both are amortized over 15 years under IRC \u00a7197, the seller can often push value toward goodwill without meaningful resistance. Equipment valuation, accounts receivable treatment, and any personal goodwill carveout can also be negotiated. The allocation should appear as an explicit term of the purchase agreement rather than being determined after closing.<\/p>\n<h3>What Is The Difference Between Personal And Enterprise Goodwill?<\/h3>\n<p>Enterprise goodwill belongs to the practice entity itself and is tied to the practice\u2019s brand, systems, location, staff, payer contracts, and patient base that would transfer with the business. Personal goodwill belongs to the individual dentist and is tied to that dentist\u2019s personal patient relationships, clinical reputation, and referral network. When properly documented, personal goodwill can be sold directly by the individual dentist to the buyer, outside the practice entity, and taxed once at capital gains rates. In C-corporation structures, this distinction can be especially valuable because it can avoid a layer of corporate-level tax on that portion of the proceeds. The IRS scrutinizes personal goodwill claims closely, so supporting documentation such as a contemporaneous valuation, evidence of personal patient relationships, and the absence of a prior non-compete binding the dentist to the entity is essential.<\/p>\n<h3>How Does Rollover Equity Defer Taxes, And What Is The Difference Between JV-Level And Holding-Company Equity?<\/h3>\n<p>Rollover equity refers to the portion of a DSO deal paid in equity rather than cash, which can represent up to 40% of total deal value. When structured correctly, the equity portion may defer capital gains tax on that portion of the proceeds until a future liquidity event. JV-level equity, meaning equity in the local joint-venture entity, typically comes with distributions and a higher floor but a lower ceiling on upside. Holding-company equity, meaning equity in the DSO\u2019s parent platform, usually carries no distributions but a higher ceiling and potentially greater upside if the DSO grows and recapitalizes. Because the seller is effectively buying stock in the DSO with the equity portion of the deal, the platform should be evaluated like an investment, including profitability, growth trajectory, management team, and financial backing.<\/p>\n<h3>How Do Installment Sales And Earnouts Work, And What Is The Year-One Tax Trap?<\/h3>\n<p>Under IRC \u00a7453, a seller who receives payments over more than one tax year can recognize the capital gain portion of the sale proportionally as payments are received, which can spread tax liability across multiple years. However, IRC \u00a7453(i) requires depreciation recapture, which is the ordinary income triggered by equipment sold above its depreciated basis, to be recognized in full in the year of sale regardless of when the cash is received. This rule means a seller who structures an installment sale may still face a significant tax bill in year one, driven by equipment recapture, even if most of the cash arrives later. Earnouts, which are contingent payments tied to future performance, are generally taxed as payments are received. Earnouts tied to the individual dentist\u2019s personal production and contingent on continued employment risk being recharacterized by the IRS as ordinary compensation income rather than capital gain.<\/p>\n<h2>Conclusion And Practical Next Steps<\/h2>\n<p>The purchase price allocation in a DSO transaction functions as a negotiated framework that shapes how much of the sale price ends up in each tax bucket. Key levers include allocation decisions that move dollars toward goodwill, entity structure that influences whether the same deal is taxed once or twice, rollover equity structure at the JV or holding-company level, installment and earnout terms under \u00a7453, and state tax planning that reflects where the seller lives and practices.<\/p>\n<p>Practice owners who expect a DSO LOI, or already have one in hand, often start by reviewing current financials with a CPA, clarifying personal and financial goals, comparing private-buyer and DSO transition paths side by side, and engaging a dental-specific sell-side advisor before signing any binding documents.<\/p>\n<p>McLerran &amp; Associates is a dental-specific sell-side advisor and advocate that focuses on helping owners improve after-tax proceeds. With roughly 2,000 successful practice sales, approximately $2 billion in closed transaction volume, more than 10,000 practices evaluated, and a transaction rate of roughly 85\u201390% versus an industry norm closer to 35\u201340%, the firm brings deep experience to DSO negotiations. Each engagement is built on a diligence-grade, CPA-led EBITDA analysis that supports the practice\u2019s value when buyers scrutinize it.<\/p>\n<p>To discuss your practice, your goals, and your options, call <strong>(512) 900-7989<\/strong>, email <strong>info@dentaltransitions.com<\/strong>, or request a discovery call below.<\/p>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/contact-us\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">Schedule a confidential discovery call with McLerran &amp; Associates.<\/a><\/p>\n<h2>Read Next<\/h2>\n<ul>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/dso-practice-sale-tax-implications\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">DSO Practice Sale Tax Implications: What You Keep<\/a><\/p>\n<\/li>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/dental-practice-transition-tax-implications\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">Dental Practice Transition Tax Implications Explained<\/a><\/p>\n<\/li>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/dso-dental-practice-sale-process\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">The DSO Dental Practice Sale Process: 4 Key Phases<\/a><\/p>\n<\/li>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/sell-dental-practice-to-dso\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">How to Sell Your Dental Practice to a DSO<\/a><\/p>\n<\/li>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/pros-cons-selling-to-dso\/?utm_source=ai-growth-agent&#038;utm_term=dental-practice-sale-tax-dso\">Pros and Cons of Selling Your Dental Practice to a DSO<\/a><\/p>\n<\/li>\n<\/ul>\n","protected":false},"excerpt":{"rendered":"<p>Selling to a DSO? McLerran &#038; Associates explains tax implications, purchase price allocation, and strategies to help you maximize your net proceeds.<\/p>\n","protected":false},"author":1,"featured_media":452,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"inline_featured_image":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-453","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-uncategorized"],"_links":{"self":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts\/453","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/types\/post"}],"replies":[{"embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/comments?post=453"}],"version-history":[{"count":1,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts\/453\/revisions"}],"predecessor-version":[{"id":789,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts\/453\/revisions\/789"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/media\/452"}],"wp:attachment":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/media?parent=453"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/categories?post=453"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/tags?post=453"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}